Disclaimer: I don't own Danny Phantom or Ultimate Marvel

Chapter 04: Destroying Weapon X (Edited)

"Are you sure that this is the way you want to do things?" Hawkeye asked as they stared at the facility in front of them. "Last chance to back out. Or we could do it at a more reasonable time."

"I know it is early right now, but it gives us time to set things up." Danny said.

He could charge right in there and see how much damage he could do before someone noticed. No matter who they sent after him he doubted that they could stop him. The only reason he had not done that yet was that such a blatant move might make him fail this test. Fury probably did not want him to leave such obvious evidence that he was here.

"Do I get a say in this?" Richard asked.

"Not really." Danny said as he began pulling the man lying in the snow up by his hair.

"I would be much more help if I was in control of my body. You can just turn invisible and follow me." Richard said.

"I do not trust you to keep up the act. You would give me away one way or the other." Danny said as he turned intangible and overshadowed Richard.

He then turned intangible and walked through the handcuffs binding his hands and feet.

"Here." Hawkeye said picking up his communication device and handing it to him.

"Thanks." Danny said.

"What happens if your plan does not work?" Hawkeye asked.

"Then I will just cause as much chaos as possible and you and the other agents take down any soldiers and scientists that try to escape." Danny said as he started to walk to the facility.

0-0-0-0-0-0

"Rogue, I want to talk to you." Danny said to girl in the electrified cell.

It was a small square with only a toilet, sink, and two long planks of wood for bed held by chains.

"Is this going to hurt?" Rogue asked but still made to come to the barrier between them all the same.

It only made him angrier at what happened to her in this place. These people hurt her whenever they got bored. They put her through cruel tests. Not to see how she would respond but to see how far they could push her before she broke.

He wanted to burn this place to the ground.

"Come on." Danny said as he lowered the energy shield separating the two of them.

He needed answers about where the X-men were given that their cells are empty, and Rogue was the only one that could answer him given that Juggernaut was asleep. Even if he was awake, he doubted that he would get much out of him. According to Richard's memories the juggernaut was more muscle than brain.

"Where are we going?" Rogue asked.

"This way." Danny said opening a door to an empty lab. "Now do not freak out by what happens next."

He walked out of Richard's body to face the teenage girl with a surprised look on her face.

"What is going on?" Rogue asked glancing at the unmoving body of Dr. Richard Quinn.

"My name is Danny. I am here to get you and the other mutants out of here." Danny said as he took a seat in midair and gave her a look.

She was a beautiful girl with mostly dark brown hair. She had green eyes and red lipstick. The black bodysuit she was wearing covered all of her skin below her neck.

"Are you serious?" Rogue asked like she could not believe it.

"Yes. That is why I need to know where the X-men are being held. They would probably help us bring this place down." Danny said.

Rogue turned away from him and seemed to fall against the wall.

"What is the matter?" Danny asked.

"This is too good to be true. Either this is a test to trick me or it is real and it's not gonna work." Rogue said.

"What do you mean? If we work together we can break out of this place and take everyone with us." Danny said.

"They put bombs in our necks. If We try to resist, they will press the button and our heads will blow." Rogue said and he could see that she was starting to cry.

It was hurting him to see that and so he made a decision. Clockwork had told him to not fear Rogue. He just hoped that he was assuming the right things.

"I have a way around that Rouge." Danny said as he pulled her to her feet a wiped away her tears.

"You can touch me?" Rogue said stunned.

He knew how her mutant power worked. The moment skin contact was made with another person she would absorb their powers and their memories. A few soldiers that did not bother reading the reports on the mutants they had captured learned about her powers the hard way.

"Yes I can. Now what can you tell me about where the X-men are being held?" Danny asked.

"They were sent on a mission." Rogue said explaining why he did not find them in their cells.

"How far away are they?" Danny asked.

"They do not tell me those kinds of things. All I know is that it is going to be a sunny place." Rogue said sad that she could not be of more help.

"Fine. I guess we can improvise. Hold on to this." Danny said handing her a piece of equipment from his gauntlet. Following that he took the gauntlet off entirely. "That is a communicator. When the X-men come back to the cells press it so that I can put the next part of the plan into place."

He started walking back over to Richard.

"What are you going to be doing?" Rogue asked.

"'I am going to be getting more information." Danny said picking up his body.

"Wait." Rogue said.

He turned around to face Rogue.

"What?" Danny began but never got to finish his question as Rogue kissed him quickly and pulled away.

"That was in case we don't make it." Rogue said with a blush that lit up her pale cheeks.

"We will have plenty of chance to do it more once we are free." Danny said not really thinking on his words because he was too stunned at his first kiss.

0-0-0-0-0-0

"What's up doc?" a deep gravelly voice asked gaining his attention.

Danny turned to face Sabretooth. He was a mutant voluntarily working for weapon x. His personality was just as savage as his appearance. He had shaggy long brown hair, yellowish eyes, and a coat that reached his knees with cut-off arms. He liked causing pain so much he did not mind working with people that clearly hated him. They called him the "Poor Man's Wolverine".

"What do you want?" Danny asked with a frown.

Just thinking of what he knew of the man it was probably going to be unpleasant.

"I just want to talk." Sabretooth said with a smile but the way that he was flexing his clawed hands he doubted that it was going to be a pleasant chat.

"I have no time for your nonsense." Danny said and tried to walk past.

"Don't be like that kid. I think we could be good friends. After all aren't I one of the mutants that you want to free?" Sabretooth asked sticking his hand out and preventing him from moving forward.

"What did you say?" Danny asked as he looked up at Sabretooth.

"I said I know you ain't the doc. Don't know how you are fooling my nose, but I noticed a new scent when I saw you and Rogue go into that lab." Sabretooth said.

"You have been drinking too much. Now move out of the way." Danny said.

"I think not doc." Sabretooth said bringing his claws down in to try and cut through him.

Danny jumped back and glared at the newest obstacle in his way.

"You are going to get hurt if you stand in my way." Danny said certain that his glowing green eyes had taken over Dr. Quinn's brown eyes.

"Sounds like fun." Sabretooth said as he charged and tried to claw his vessel again.

"Don't say I did not warn you." Danny said as he charged forward.

He grabbed Sabretooth's arm that was coming down and slammed his fist into Sabretooth's chest sending him stumbling back.

"I am going to tear you apart." Sabretooth growled.

"All these doctors in the building and not one therapist to help you with your delusions." Danny said as he jumped up and punched at Sabretooth.

Sabretooth tried to grab him, but he turned his arm intangible and gave a punch that knocked him down as his fist met the mutant's face.

"You are going to regret that." Sabretooth said.

"Your lips are moving a lot but all I am haring is a large amount of nonsense." Danny said as he got in Sabretooth's range again to deliver three quick punches to his face. One to the left, one to the right, and an uppercut that set him floating of his feet then crashing back into the ground.

"I think it is time for the kitty-cat to take an early nap." Danny said before stomping on Sabretooth's head repeatedly before he fell unconscious.

"Everything alright?" Hawkeye asked him.

"Yes, just taking care of the facility's house pet." Danny said.

"I did not think you were the kind of person to hurt animals." Hawkeye said.

"This one had it coming. It would scratch everything up if left alone." Danny said turning invisible and carrying Sabretooth into a supply closet.

"Enjoy your nap. When you wake up you are going to be in a prison cell." Danny said.

Now it was time to get the evidence of this facility's crimes.

0-0-0-0-0-0

"Hello Dr. Quinn." Dr. Stewart said as he took a free seat in the lounge room gaining his attention from his data pad.

He was a skinny scientist with a bald head and a red beard. According to Richard's memories the two were friends or friendly as you can be when working for a rogue government black ops group.

"How are you doing?" Danny asked distractedly.

"Exhausted. Colonel Wraith had us pushing the remaining mutants to see what they could do." Dr. Stewart said.

"Did you discover anything?" Danny asked wishing he had Technus's powers and could hurry this download up.

"The metal one is artificially enhancing his powers." Dr. Stewart said.

"What do you mean?" Danny asked.

"According to the data and information from the bald one his power was originally turning his skin into that metallic substance. It should not make him string enough to be able to stop trains. He is taking some drug that is enhancing his strength." Dr. Stewart said.

"Do you know what kind it is?" Danny asked him.

"The colonel is looking into it. Figures all the weapons should get a power up." Dr. Stewart said.

"Isn't that kind of dangerous? What happens if they break free?" Danny asked wondering if he should do something about it. The drug would probably help the mutants break out.

"You always wee a worrier. That is what the bombs are for. As long as they have those the mutants will not step a toe out of line." Dr. Stewart said causing him to clench his fists.

The man was lucky he had to stay in cover. Otherwise, he would find himself with two black eyes and without clothes when he woke up in a supply closet.

"Well, it looks like I have to go deal with something." Danny lied to Dr. Stewart.

His data pad had finally finished downloading. Now it was time to go and see Xavier.

0-0-0-0-0-0

"Looks like your mutants are back." Danny said as his gauntlet began to blink.

He was staring at the leader of the X-men Charles Xavier. He was connected to this horrible looking machine. Red tubes were injected into the majority of his body and all his clothes were gone except for his boxers. There was a red helmet floating above him to take advantage of Xavier's powers whenever Colonel Wraith wanted.

"Can you hear me?" Danny asked since the professor had not reacted to him entering this room.

"No, he cannot." Danny turned and faced the ghost of time's face floating in a screen.

"What are you doing here?" Danny asked.

"You would not figure this out without being told. Just like how Rogue cannot absorb your life, or your powers telepathy cannot reach you." Clockwork said.

In any other situation that would be good to know but right now it was just a pain in the ass.

"Anything else you think I would like to know before you resume time?" Danny asked.

"Sabretooth has woken up and broken free of the closet you left him in. He is searching for you." Clockwork said.

Just great.

"What are you doing here?" A voice asked him causing him to turn around.

"Just wonderful." Danny said as he looked at Kimura and two soldiers standing behind her with weapons pointing at him.

"Who are you? We know that you are controlling the real Dr. Quinn?" Kimura asked probably thinking that he could not escape this room which only had one door.

"Is there any trouble kid?" Hawkeye asked.

"Things are going well. Just make sure the others are ready to charge when I give the signal." Danny said as he created two duplicates all of them in Dr. Quinn's image.

"If you think making more of you is going to stop us or that you are using Dr. Quinn then you have no idea what kind of place this is." Kimura said as she charged at him.

The two soldiers with her were staying still to prevent him from trying to make a break for the door. They believed that Kimura could handle this by herself. She had gone under experimentation by the people in charge of the weapons X facility. She had the ability to walk through walls just like he could alongside turning her body's molecules as hard and durable as she wanted.

Normally that would be a pretty good combination but he could turn intangible as well so she and the duplicate could fight until the sun went down and still not make contact with the other.

"Hawkeye are the other soldiers ready?" Danny asked.

"Just waiting on your signal." Hawkeye said.

"Good here it is." Danny said before tapping his data pad and shutting down all the power to the facility.

The backup generator would kick on in ten minutes but even still it would take hours for his program to be wiped clean from the system. Even better was that all the weapons that were locked up would be beyond the reach of the soldiers since they would not be able to activate the electronic locks.

"Clockwork I am going to need an evacuation for Xavier." Danny said and watched as the man in the chair was taken by a swirling green portal.

"Where did you take him?" Kimura roared at him even though she was still fighting his duplicate.

He wondered if she remembered if he made three of them. Or that the two soldiers with her had run off.

"Same place I am taking the rest of the mutants locked in here. Away from you." Danny said before blasting her with an energy ray that shot her out into the hall.

"And she's outta here." The Duplicate said swinging an imaginary bat.

"You know the plan from here." Danny said to his duplicate before turning intangible and floating through the ceiling of the room.

He had mutants to free.

0-0-0-0-0-0

"Danny." Rogue said sounding all happy.

"Hello all. Are you ready to be set free?" Danny asked as he came to the cells the mutants were being held in.

The reason the mutants had not escaped yet besides the bombs in their necks were that the cells were the first priority the backup generators went to restoring the moment a blackout happened. A safeguard to make sure that in the event that it did happen the mutants would not be able to bust out and escape.

"Who are you?" Marvel Girl asked him.

Probably was not used to not being able to read people's minds.

"My name is Danny, and I am here to break the lot of you out of here." Danny said looking at the cells holding the X-men.

Apparently, they managed to capture Wolverine again. They were really obsessed with this guy for some reason.

"Who do you work for?" Storm asked him while holding on to some giant blue fuzzy creature that looked like he had seen better days.

"The government." Danny answered while starting the release procedure for the cells.

"The government put us in here." Cyclops said.

"You know how it is. Some branches decide to follow orders. Others decide to go rogue. No pun intended." Danny said as the cells opened. "Now let us remove those bombs in your neck."

"How are you going to do that?" Iceman asked.

"You lot have your powers and I have mine." Danny said as his hand turned intangible before their eyes.

"You are a mutant?" Marvel Girl asked.

"No but that does not mean that I should not help you." Danny said.

"What about Professor Xavier?" Ice man asked.

"Already rescued him. You lot were the only ones left." Danny said as he started moving his hands through their necks.

The bombs eventually were piled on the floor.

"You guys ready to fight?" He asked looking at the X-men and the former weapon x mutants.

"Oh yeah." Cyclops said his eyes glowing behind his visor.

"Great. Now let's break everything." Danny said his eyes glowing green.

0-0-0-0-0-0

"How is it going Hawkeye?" Danny asked as he was running through the halls blasting every soldier that came at them.

"It is a lot easier thank to the two soldiers that blew a hole in the walls." Hawkeye said.

"You're welcome." Danny said creating a shield to block the bullets that were flying towards him and the others.

"Brett got shot." Danny heard a voice say.

"Is that guy, okay?" Danny asked.

"More or less. Anyway, when you get back to basecamp say the password so that those people with you don't get shot." Hawkeye said.

"Marvel Girl and Cyclops now." Danny said as he brought down the shield and Cyclops blasted the soldiers that Marvel Girl was holding in the air with telekinesis.

They were low powered, but the soldiers would not be getting up from that until after this battle was long over.

"Storm and Ice man freeze that wall." Danny said. "Then Juggernaut break it down."

"What I thought we were breaking everything here?" Juggernaut asked while glaring down at him.

"We have broken through three floors worth of soldiers and equipment. Now it is time to go." Danny said as he floated up to look at the Juggernaut's helmet.

"Fine." Juggernaut said as he started charging.

"I can help." Colossus said.

"Nah it cool. He's got this." Danny said watching as the ice wall crumbled to pieces.

"It's cold outside people so let's hurry." Danny said.

"How far from here is your base?" Beast asked him.

"Not far." Danny said as they started running through the snow. He could still here the firefight happening back at the facility but as they got farther away the sound of bullets disappeared.

0-0-0-0-0-0

"Halt who goes there?" Two soldiers asked aiming their weapons.

"The hawk land at midnight." Danny said and the soldiers lowered their weapons.

"What happens to us now?" Rogue asked him as they took a seat.

"I had thought the X-men would take you guys in." Danny said as he left Dr. Quinn's body.

"What is going on?" Marvel Girl asked him.

"I was overshadowing this bastard." Danny said kicking the body of Dr. Quinn once more because the man deserved it.

"So, who are you?" Cyclops asked.

"My codename is Phantom." Danny said.

"We would be fine with taking them in but what happened to the professor.?" Marvel Girl asked.

Before anything else could happen, Professor Xavier appeared out of a green portal fully clothed and in a new wheelchair.

"Hello my X-men." Professor Xavier said as his students rushed towards him.

"Hey Danny." Rogue said gaining his attention.

"What's up?" Danny asked.

"So where will you be going back to after this is over?" Rogue asked him.

"I will be in New York." Danny said.

"Then will I see you again?" Rogue asked.

"Of course. I would be pretty sad if I could not see your face again." Danny said and watched as Rogue blushed and looked away.

He wondered how his other duplicate was doing back in the city.

"How are things going?" Danny thought to his duplicate.

'Things are rather complicated.' The duplicate thought back to him.

'What do you mean?' Danny asked.

'This kid in our class got tossed out of a building.' The duplicate replied.

'What? Why?' Danny asked.

'He is wearing a costume so either he is starting as a superhero, or he is into some really kinky things.' The duplicate replied.

'I will deal with it when I come back.' Danny thought to the clone.

"Are you alright?" Rogue asked him bringing his attention back to her.

"Just a few problems I will have to deal with when I get back home." Danny said.

Looks like he was going to have to actually go to Midtown High.